EXHIBIT 10.25


 


SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.


RESTRICTED
STOCK PLAN


Effective
as of December 2, 1999


Amended
and Restated as of February 22, 2007;


Further
Amended and Restated as of January 1, 2009


 


RECITALS:


 


WHEREAS, the Corporation adopted a Restricted Stock (RSP) in 1999
to provide a long-term incentive opportunity to its participants;


 


WHEREAS, the RSP is
intended to provide incentive compensation that is qualified as exempt from the
limitation on tax deductibility when paid to a participant that is covered by Section 162(m) of
the Internal Revenue Code;


 


WHEREAS, Revenue Ruling
2008-13 issued new guidance from the Internal Revenue Service on its revised
interpretation of the performance based compensation exemption from Code Section 162(m) limits
on deductible compensation;


 


WHEREAS, the Company
desires to maintain the exempt performance based compensation status of any
awards issued to a participant in the RSP that is also a Covered Person, as
hereinafter defined, and therefore amends and restates the plan as follows.


 


1.    PURPOSE


 


This Restricted Stock
Plan (“Plan”) of Schweitzer-Mauduit International, Inc. (the “Corporation”)
is intended to (i) promote the long-term financial success of the
Corporation by attracting to and retaining for the Corporation and its
Affiliates outstanding executive personnel and (ii) to motivate such
personnel by means of Restricted Stock grants to contribute to the Corporation’s
financial success.


 


2.    EFFECTIVE DATE


 


The Plan shall be
effective as of the date of its adoption by the Board.


 


3.    DEFINITIONS


 


“Affiliate” means any company in which the
Corporation owns, directly or indirectly, 20% or more of the equity interest
(collectively, the “Affiliates”).


 


“Board” means the Board of Directors of the
Corporation.


 


“Change of Control” shall mean the date as of which: (a) a
third person, including a “group” as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, acquires actual or beneficial ownership of
shares of the Company having 15% or more of the total number of votes that may
be cast for the election of Directors of the Company; or (b) as the result
of any cash tender or exchange offer, merger or other business combination,
sale of assets or contested election, or any combination of the foregoing transactions
(a “Transaction”), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.


 


“Code” means the Internal Revenue Code of 1986,
as amended, and the regulations thereunder, as amended from time to time.


 

















 


“Committee” means the Compensation Committee of the
Board, provided that if the requisite number of members of the Compensation
Committee are not Non-Employee Directors, the Plan shall be administered by a
committee, all of whom are Non-Employee Directors, appointed by the Board and
consisting of two or more directors with full authority to act in the
matter.  The term “Committee” shall mean
the Compensation Committee or the committee appointed by the Board, as the case
may be.


 


“Common Stock” means the common stock, par value $0.10
per share, of the Corporation and shall include both treasury shares and
authorized but unissued shares and shall also include any security of the Corporation
issued in substitution, in exchange for, or in lieu of the Common Stock.


 


“Covered Employee” means a Participant who is, or is
determined by the Committee to be likely to become a “covered employee” within
the meaning of Section 162(m) of the Code (or any successor
provision).


 


“Date of Grant” means the date specified by the
Committee on which a grant of Restricted Shares shall become effective (which
date shall not be earlier than the date on which the Committee takes action
with respect thereto).


 


“Non-Employee Director” means a person who is so defined for
purposes of Rule 16b-3 under the Exchange Act, or any successor provision,
and who is also defined as an “outside director” for purposes of section 162(m) of
the Code or any successor section.


 


“Exchange Act” means the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, as amended
from time to time.


 


“Fair Market Value”
means the closing price of the Common Stock, as reported on the New York Stock
Exchange composite tape, on the day immediately preceding the distribution
date, or if no such trading in the Common Stock shall have taken place on that
day, on the last preceding day on which there was such trading in the Common
Stock.”


 


“Insider” has the meaning set forth in subsection
14(f) of this Plan.


 


“Immediate Family”
has the meaning set forth in Rule 16(a)-1(e) of the Exchange Act and
any successor provision to the same effect.


 


“Management Objectives” means the measurable performance
objective or objectives established pursuant to this Plan that may, in the
Committee’s discretion, apply to grants of Restricted Shares pursuant to this
Plan.  Management Objectives may be
described in terms of Corporation-wide objectives or objectives that are
related to the performance of the individual Participant, or of an Affiliate,
division, operating unit, department, region, function, or other organizational
unit within the Corporation or an Affiliate in which the Participant is
employed. The Management Objectives may be made relative to the performance of
other corporations or business units of other corporations provided they are
Affiliates of the Corporation.  The
Management Objectives applicable at the discretion of the Committee to any
award to a Covered Employee shall be based on specified and pre-established
levels of or growth in one or more of the following criteria:


 


  1.  the price of Common Stock;


  2. market share;


  3. sales;


  4. return on equity,
assets, capital or sales;


  5. economic profit;


  6. total shareholder
return;


  7. costs;


  8. margins;


  9. earning or
earnings per share;


10. cash
flow;


11. customer
satisfaction;


12. pre-tax
profit;


13 earnings before
interest and taxes;


14. earnings
before interest, taxes, depreciation and amortization;


15. debt/capital ratio;


16. revenues
from new product development;


 

















 


17. percentage
of revenues derived from designated lines of business; and


18. any
combination of the foregoing.


 


If the Committee
determines that a change in the business, operations, corporate structure or
capital structure of the Corporation or an Affiliate, or the manner in which it
conducts its business, or other events or circumstances render the Management
Objectives unsuitable, the Committee may in its discretion modify such
Management Objectives or the related pre-established level of achievement, in
whole or in part, as the Committee deems appropriate and equitable, except in
the case of a Covered Employee where such action would result in the loss of an
exemption of the award under Section 162(m) of the Code that would
otherwise have been available.  In such
case, the Committee shall not make any modification of the Management
Objectives or the pre-established level of achievement.


 


“Participant” means a person who is selected by the
Committee to receive benefits under this Plan and who is at the time an officer
or other key employee of the Corporation or any one or more of its Affiliates,
or who has agreed to commence serving in any of such capacities (collectively,
the “Participants”).


 


“Restricted Shares” means shares of Common Stock granted
pursuant to Section 6 of this Plan as to which neither the Substantial
Risk of Forfeiture nor the prohibition on Transferability referred to in Section 6
has expired.


 


“Retirement” and “Retire” means the
termination of employment on or after the date the Participant is entitled to
receive immediate payments under a qualified retirement plan of the Corporation
or an Affiliate; provided, however, if the Participant is not eligible to
participate under a qualified retirement plan of the Corporation or an
Affiliate then such Participant shall be deemed to have retired if his
termination of employment is on or after the date such Participant has attained
age 55.


 


“Securities Act” means the Securities Act of 1933, as
amended.


 


“Substantial Risk of
Forfeiture” shall have the meaning given to such term in Section 83 (c)(1) of the Code and Treasury Regulation 1.83-3 (c) or
any successor section.


 


“Substantially Vested” shall have the meaning given to such
term in Treasury Regulation 1.83-3(b) or any successor section.


 


“Transfer” or “Transferability”
shall have the meaning given to such terms in Treasury Regulation 1.83-3(d) or
any successor section.


 


“Total and Permanent
Disability” means
Totally and Permanently Disabled as defined in the Schweitzer-Mauduit
International, Inc. Retirement Plan, provided the Committee shall make a
determination of Total and Permanent Disability for any Participant hereunder.


 


4.    ADMINISTRATION


 


The Committee shall
administer the Plan and all agreements governing the grant of Restricted
Shares.  The Committee, in its absolute
discretion, shall have the power to interpret and construe the Plan and any
agreements pursuant to which any Restricted Shares are granted. Should the Plan
become qualified under Section 162(m) of the Code, the Committee
shall generally take no action and generally shall not make any determination
in a manner that would result in the disallowance of a deduction to the
Corporation under Section 162(m) of the Code or any successor section
that was intended to apply at the Date of Grant and that would otherwise have
been available for such grant.  Provided,
that in select circumstances as determined by the Committee in its sole
discretion, the Committee may by resolution or unanimous consent in lieu of a
meeting specifically authorize an award and the issuance of Restricted Stock to
a Covered Employee that would not qualify as exempt incentive compensation
under Section 162(m). Any interpretation or construction of any provisions
of this Plan or the terms of any agreements that grant Restricted Shares to a
Participant by the Committee shall be final and conclusive upon all
persons.  No member of the Board or the
Committee shall be liable for any action or determination made in good faith.


 


Within 60 days following
the close of each calendar year that the Plan is in operation, the Committee
shall make a report to the Board specifying the employees who received
Restricted Shares under the Plan during the prior year, the number and type of
Restricted Shares granted to the individual employees and the status of all
prior Restricted Shares granted to such employees.


 

















 


The Committee shall have
the power to promulgate rules and other guidelines in connection with the
performance of its obligations, powers and duties under the Plan, including its
duty to administer and construe the Plan and the agreements pursuant to which
Restricted Shares are granted under the Plan.


 


The Committee may
authorize persons other than its members to carry out its policies and
directives, subject to the limitations and guidelines set by the Committee,
except that:  (a) the authority to
grant Restricted Shares, the selection of employees for participation and
decisions concerning the timing, duration of restrictions on Transferability,
pricing, determination of Management Objectives and amount of an award or grant
of Restricted Shares shall not be delegated by the Committee; (b) the
authority to administer agreements granting Restricted Shares with respect to
persons who are subject to Section 16 of the Exchange Act shall not be
delegated by the Committee; (c) any delegation shall satisfy all
applicable requirements of Rule 16b-3 of the Exchange Act, or any
successor provision; and (d) no such delegation shall result in the
disallowance of a deduction to the Corporation under Section 162(m) of
the Code or any successor section that would otherwise have been available to
such grant of Restricted Shares.  Any
person to whom such authority is granted shall continue to be eligible to
receive Restricted Shares under the Plan.


 


5.    ELIGIBILITY


 


The Committee shall from
time to time select the Plan Participants from those employees whom the
Committee determines either to be in a position to contribute materially to the
success of the Corporation or its Affiliates or to have in the past so
contributed.  Only employees (including
officers and directors who are employees) of the Corporation and its Affiliates
are eligible to participate in the Plan.


 


6.    RESTRICTED SHARES


 


The Committee shall
determine and designate from time to time those Participants to whom Restricted
Shares are to be granted and the number of such shares to be granted to each
Participant.  For each grant, the Committee
shall cause to be delivered to the Participant a Restricted Share Agreement
which shall specify each restriction on Transferability and any Management
Objectives and other risks of forfeiture that shall apply to the shares so
granted.   The Restricted Share Agreement
may be in such form as the Committee may authorize from time to time for the
grant of Restricted Shares to Participants. Each such grant shall be subject to
all of the requirements contained in the following provisions:


 


(a) The grant shall
constitute an immediate transfer of the ownership of shares of Common Stock to
the Participant in consideration of the performance of services, as such term
is defined in Treasury Regulation 1.83-3(f) or any successor section,
entitling such Participant to voting, dividend and other ownership rights, but
subject to Substantial Risk of Forfeiture and restrictions on Transferability,
which shall be noted in an appropriate legend on any stock certificates
evidencing Restricted Shares, hereinafter referred to.


 


(b) The grant may be
made in consideration of a payment by such Participant that is less than the
Fair Market Value per share on the Date of Grant.


 


(c) Each grant shall
provide that the Restricted Shares shall become fully vested and all risk of
forfeiture shall lapse in the event of a Change of Control or upon the Total
and Permanent Disability of the Participant and, at the discretion of the
Committee, upon the occurrence of such other circumstances designated at the
Date of Grant by the Committee; provided, that the period in which the
Restricted Shares become Substantially Vested complies with the requirements of
Rule 16 of the Exchange Act.


 


(d) The grant shall
provide that during the period a Substantial Risk of Forfeiture is to continue,
Transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Committee at the Date of Grant
(which restrictions may include, without limitation, rights of repurchase or
first refusal in the Company or provisions subjecting the Restricted Shares to
a continuing Substantial Risk of Forfeiture in the hands of any transferee).


 

















 


(e) Any grant of
Restricted Shares may, but need not, specify Management Objectives that, if
achieved, will result in termination or early termination of the restrictions
on Transferability or the risk of forfeiture applicable to such shares.  Each grant may specify in respect of such
Management Objectives a minimum acceptable level of achievement and may set
forth a formula for determining the number of Restricted Shares on which
restrictions will terminate if performance is at or above the minimum level,
but falls short of full achievement of the specified Management Objectives.


 


(f) Any such grant
of Restricted Shares may, but need not, require that any or all dividends or
other distributions paid thereon during the period of such restrictions be
automatically deferred and reinvested in additional Restricted Shares, which
may be subject to the same restrictions as the underlying award.


 


(g) Each grant of
Restricted Shares shall be evidenced by an agreement executed on behalf of the
Corporation by an officer and delivered to and accepted by the Participant and
shall contain such terms and provisions, consistent with this Plan, as the
Committee may approve.


 


(h) All certificates
representing Restricted Shares shall bear a legend noting Transferability of
the shares is subject to the terms of this Plan and the Restricted Stock
Agreement. Upon satisfaction of all restrictions on Transferability and the
lapse of any risk of forfeiture of the Restricted Shares, the Participant shall
surrender the Restricted Share certificate to the Company for cancellation and
the Company shall issue a new stock certificate, without a restrictive legend,
for the same number of shares of Common Stock represented by the surrendered
Restricted Shares certificate.


 


7.  SHARES
SUBJECT TO THE PLAN


 


(a) Subject to
adjustment as provided in Section 9 hereof, the number of shares of Common
Stock that: (i) may be issued or transferred as Restricted Shares and
released from Substantial Risk of Forfeiture or (ii) in payment of
dividend equivalents paid with respect to Restricted Shares granted under the
Plan shall not exceed in the aggregate the shares of treasury stock held by the
Corporation on the Date of Grant, less the number of shares of treasury stock
subject to any outstanding awards of Restricted Shares which have not
Substantially Vested.


 


(b) The use of any
shares of Common Stock other than treasury shares to award grants of Restricted
Shares under this Plan shall require the prior consent of the Board and the
approval of the Corporation’s shareholders as well as compliance with the
requirements of state and federal securities laws and the rules of any
exchange on which the Corporation’s Common Stock is registered.


 


8.    INDIVIDUAL AND SHARE LIMITS


 


(a) No Participant shall be granted Restricted Shares, in the
aggregate, for more than fifty percent (50%) of the shares of Common Stock
authorized to be issued as Restricted Shares under this Plan.


 


(b) The number of shares of Common Stock issued as Restricted
Shares to all Participants during the term of this Plan shall not, in the
aggregate, exceed one million (1,000,000) shares of Common Stock.


 


(c) Should the
vesting of a grant of Restricted Stock cause any Participant who is also a
Covered Employee, as such term is defined in Section 162(m) of the
Code, to exceed the Section 162(m) limits on deductible compensation,
such shares of Restricted Stock or a comparable number of stock unit credits
shall be contributed to the Deferred Compensation Plan as a Corporate
Contribution to an account established for such Participant in the Deferred
Compensation Plan.  Shares of Restricted
Stock or stock unit credits contributed hereunder to the Deferred Compensation
Plan shall be disbursed, in whole or in part, out of that plan at the earlier
of the time the Participant is no longer a Covered Employee or in any year that
some or all of the shares of Restricted Stock or stock unit credits so deferred
may be disbursed to the Participant without exceeding the Section 162(m) limit
for such year after taking into account all other non-exempt compensation.


 


(d) If Restricted Shares which had been granted to a Participant
are canceled, as such term is applied in Section 162(m) of the Code, the shares of Common Stock which had been subject to
such canceled Restricted Shares shall continue to be counted against the
maximum number of shares of Common Stock that can be issued 


 

















 


under this Plan and the maximum
number of Restricted Shares that may be granted to such Participant pursuant to
Section 8 (a) herein.  In the event
that the number of Restricted Shares that may be granted is adjusted as
provided in Section 9 hereof, the above limits shall automatically be
adjusted in the same ratio.


 


9.    CHANGES IN CAPITALIZATION


 


In the event there are
any changes in the Common Stock or the capitalization of the Corporation
through a corporate transaction, such as any merger, any acquisition through
the issuance of capital stock of the Corporation, any consolidation, any
separation of the Corporation (including a spin-off or other distribution of
stock by the Corporation), any reorganization of the Corporation (whether or
not such reorganization comes within the definition of such term in Section 368
of the Code), or any partial or complete liquidation by the Corporation,
recapitalization, stock dividend, stock split or other change in the corporate
capital structure, appropriate adjustments and changes in the number of
Restricted Shares previously granted to each Participant shall be made by the
Committee, to the extent necessary, to preserve the benefit to the Participants
contemplated by the Plan and any such previous grant of Restricted Shares and a
comparable adjustment shall be made to the limitations contained in Sections 8(a) and
(b) of the Plan; provided, however, that no such adjustment or change may
be made to the extent that such adjustment or change will result in the
disallowance of a deduction to the Corporation under Section 162(m) of
the Code, or any successor section, that would otherwise have been available
for a previous grant of Restricted Shares.


 


10.  EFFECT ON OTHER PLANS


 


All benefits under the
Plan shall constitute special compensation and shall not affect the level of
benefits provided to or received by any Participant (or the Participant’s
estate or beneficiaries) as part of any employee benefit plan of the
Corporation or an Affiliate.  The Plan
shall not be construed to affect in any way a Participant’s rights and
obligations under any other plan maintained by the Corporation or an Affiliate
on behalf of others including such Participants.


 


11.  TERM OF THE PLAN


 


The Plan shall remain in
effect until the tenth anniversary of the date of its adoption by the Board, unless
the Plan is terminated prior thereto by the Committee.  No Restricted Shares may be granted after the
termination date of the Plan, but Restricted Shares theretofore granted shall
continue in force beyond that date pursuant to their terms.


 


12.  NONRESIDENT ALIENS


 


In order to facilitate
the making of any grant under this Plan, the Committee may provide for such
special terms for awards to Participants who are foreign nationals, or who are
employed by the Corporation or any Affiliate outside of the United States of
America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. 
Moreover, the Committee may approve such supplements to or amendments,
restatements or alternative versions of this Plan as it may consider necessary
or appropriate for such purposes, without thereby affecting the terms of this
Plan as in effect for any other purposes, and the Secretary or other
appropriate officer of the Corporation may certify any such document as having
been approved and adopted in the same manner as this Plan.  No such special terms, supplements,
amendments or restatements, however, shall include any provisions that are
inconsistent with the terms of this Plan then in effect unless this Plan could
be amended to eliminate such inconsistency without approval by the stockholders
of the Corporation; provided further, that no action may be taken under this Section 12
if such action would (1) materially increase any benefits accruing to any
Participant under the Plan, (2) materially increase the number of
securities which would be issued under the Plan, (3) modify the
requirements for eligibility to participate in the Plan, (4) result in a
failure to comply with applicable provisions of the Securities Act, the
Exchange Act or the Code or (5) result in the disallowance of a deduction
that would otherwise have been available to the Corporation under Section 162(m) of
the Code, or any successor section.


 


13.  TRANSFERABILITY


 


(a) Except as
otherwise determined by the Committee, no Restricted Shares that have not yet
Substantially Vested in the Participant and no right to receive dividends
thereon shall be transferable by a Participant other than by will or the laws
of descent and distribution.


 

















 


(b) The Committee,
in its discretion, may specify at the Date of Grant that part or all of the
shares of Common Stock that are not subject to a Substantial Risk of Forfeiture
and restrictions on Transferability referred to in Section 6 of this Plan,
shall be subject to further restrictions on transfer.


 


 (c) Notwithstanding the provisions of Section 13(a),
but subject to the prior approval of the Committee, Restricted Shares shall be
transferable by a Participant, without payment of consideration therefore by
the transferee, to any one or more members of the Participant’s Immediate
Family (or to one or more trusts established solely for the benefit of one or
more members of the Participant’s Immediate Family or to one or more
partnerships in which the only partners are members of the Participant’s
Immediate Family); provided, however, that (i) no such transfer shall be
effective unless reasonable prior notice thereof is delivered to the
Corporation and such transfer is thereafter effected in accordance with any
terms and conditions that shall have been made applicable thereto by the
Corporation or the Committee and (ii) any such transferee shall be subject
to the same terms and conditions thereunder as the Participant.


 


14.  GENERAL PROVISIONS


 


(a) No Right of Continued Employment.  Neither the establishment of the Plan nor the
payment of any benefits hereunder nor any action of the Corporation, its
Affiliates, the Board of Directors of the Corporation or its Affiliates, or the
Committee shall be held or construed to confer upon any person any legal right
to be continued in the employ of the Corporation or its Affiliates, and the
Corporation and its Affiliates expressly reserve the right to discharge any
Participant without liability to the Corporation, its Affiliates, the Board of
Directors of the Corporation or its Affiliates, or the Committee, except as to
any rights which may be expressly conferred upon a Participant under the Plan.


 


(b) Binding
Effect.  Any decision made or action
taken by the Corporation, the Board or by the Committee arising out of or in
connection with the construction, administration, interpretation and effect of
the Plan shall be conclusive and binding upon all persons.


 


(c) Inalienability
of Benefits and Interest.  Except as
provided in subsections 6(d) and 13(c), no benefit payable or interest in
the Plan shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any such attempted
action shall be void and no such benefit or interest shall be in any manner
liable for or subject to debts, contracts, liabilities, engagements, or torts
of any Participant or beneficiary.


 


(d) Georgia
Law to Govern.  All questions pertaining to the construction,
interpretation, regulation, validity and effect of the provisions of the Plan
shall be determined in accordance with the laws of the State of Georgia.


 


(e) Purchase of
Common Stock.  The Corporation and its
Affiliates may purchase from time to time shares of Common Stock in such
amounts as they may determine for purposes of the Plan.  The Corporation and its Affiliates shall have
no obligation to retain, and shall have the unlimited right to sell or
otherwise deal with for their own account, any shares of Common Stock purchased
pursuant to this paragraph.


 


(f) Withholding.  The Committee shall require the withholding
of all taxes as required by law.  A
Participant shall pay in cash any amount required to be withheld under federal,
state or local law with respect to the Substantial Vesting of Restricted Shares
or the Participant may elect with respect to payment of any portion of the
federal, state or local income tax withholding required with respect to the
Substantial Vesting of Restricted Shares be satisfied by tendering to the
Corporation Restricted Shares, which, in the absence of such an election, would
have been unrestricted as to such Participant in connection with such
Substantial Vesting.  In the event that
the Fair Market Value of such shares tendered to satisfy the withholding tax
exceeds the sum of the consideration due from the Participant and the amount of
such tax, the excess amount shall be returned to the Participant, to the extent
possible, in whole shares of Common Stock, and the remainder in cash.  The value of a share of Common Stock tendered
pursuant to this subsection 14(f) shall be the Fair Market Value of the
Common Stock, adjusted to reflect any non-lapse conditions, on the date on
which such shares are tendered to the Corporation.  An election pursuant to this subsection 14(f) shall
be made in writing and signed by the Participant.  An election pursuant to this subsection 14(f) is
irrevocable.  A Participant who
Substantially Vests in Restricted Shares and who is required to report to the
Securities and Exchange Commission under Section 16(a) of the
Exchange Act (an “Insider”) may satisfy the income tax withholding due in
respect of such substantial vesting event pursuant to this subsection 14(f) by
tendering shares only if the Insider also satisfies an exemption under Section 16(a) of
the Exchange Act (or the rules or regulations promulgated thereunder) for
such withholding.


 

















 


(g) Code Section 83(b) Election.  A Participant may elect to include in his
gross income for the taxable year in which Restricted Shares are granted the
excess of the Fair Market Value of the Restricted Shares on the Date of Grant
over the amount paid by the Participant for such shares by giving the
Corporation written notice of such election within thirty (30) days of the Date
of Grant in a manner that meets all Code requirements.


 


(h) Amendments.  The Committee may at any time amend, suspend,
or discontinue the Plan or alter or amend any or all Restricted Shares and any
agreements pursuant to which Restricted Shares are granted under the Plan to the
extent (1) permitted by law, (2) permitted by the rules of any
stock exchange on which the Common Stock or any other security of the
Corporation is listed, (3) permitted under applicable provisions of the
Securities Act and the Exchange Act (including Rule 16b-3); and (4) that
such action would not result in the disallowance of a deduction that would have
otherwise have been available to the Corporation under Section 162(m) of
the Code or any successor section (including the rules and regulations
promulgated thereunder) on such grants; provided, however, that if any of the
foregoing requires the approval by stockholders of the Corporation of any such
amendment, suspension or discontinuance, then the Committee may take such
action subject to the approval of such stockholders.  No such amendment, suspension, or termination
of the Plan shall, without the consent of the Participant, adversely alter or
change any of the Restricted Shares or the terms of any agreement pursuant to
which Restricted Shares were previously granted to the Participant under the
Plan.